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EX-31.2 - IndiePub Entertainment, Inc.v187875_ex31-2.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549



FORM 10-Q/A
Amendment No. 2
(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

For the quarterly period ended September 30, 2009

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____________ to ___________
Commission file number 333-124829

ZOO ENTERTAINMENT, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
71-1033391
(State or other jurisdiction of incorporation or
organization )
(I.R.S. Employer Identification No.)

3805 Edwards Road, Suite 400,
Cincinnati, OH
45209
(Address of Principal Executive Offices)
(Zip Code)

(513) 824-8297
(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes  x    No  o

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Accelerated filer o
Non-accelerated filer o
(do not check if a smaller reporting company)
Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o   No x

As of November 17, 2009, there were 65,710 shares of the Registrant’s common stock, par value $0.001 per share, issued and 52,707 shares outstanding.



Explanatory Note

Zoo Entertainment, Inc. is filing this Amendment No. 2 (the “Amendment”) to its Form 10-Q for the quarter ended September 30, 2009 (the “Form 10-Q”) to correct an inadvertent omission of certain language from paragraph 4 of the certification of its Chief Financial Officer that was filed as Exhibit 31.2 to Amendment No. 1 to the Form 10-Q filed on June 4, 2010.  No other change to the previously filed certifications or to the Form 10-Q is intended to be made by the filing of this Amendment.


PART II - OTHER INFORMATION
 

10.1
 
Amendment No. 3 to Senior Secured Convertible Note, dated as of August 31, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein.*
10.2
 
Note Purchase Agreement Waiver and Consent, dated as of August 31, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
10.3
 
Advance Agreement, by and among Zoo Entertainment, Inc., Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.4
 
Exclusive Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.5
 
Exclusive Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.6
 
Warrant to Purchase shares of Common Stock of Zoo Entertainment, Inc. *
10.7
 
Amendment 1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and Mark Seremet, dated as of August 31, 2009. *
10.8
 
Amendment 1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and David Rosenbaum, dated as of August 31, 2009. *
10.9
 
Continuing Personal Guaranty of Mark Seremet for the benefit of Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.10
 
Continuing Personal Guaranty of David Rosenbaum for the benefit of Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.11
 
Amendment No. 4 to Senior Secured Convertible Note, dated as of October 6, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
10.12
 
Amendment No. 5 to Senior Secured Convertible Note, dated as of November 2, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
31.1
 
Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2
 
Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.†
32.1
 
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. *
 
 
* Previously filed
† Filed herewith


 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: June 10, 2010
   
ZOO ENTERTAINMENT, INC
     
     
   
/s/ Mark Seremet
Mark Seremet
President and Chief Executive Officer
(Principal Executive Officer)
     
     
   
/s/ David Fremed
David Fremed
Chief Financial Officer
(Principal Financial Officer)



EXHIBIT INDEX

Exhibit
Number
 
Description
     
10.1
 
Amendment No. 3 to Senior Secured Convertible Note, dated as of August 31, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein.*
10.2
 
Note Purchase Agreement Waiver and Consent, dated as of August 31, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
10.3
 
Advance Agreement, by and among Zoo Entertainment, Inc., Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.4
 
Exclusive Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.5
 
Exclusive Distribution Agreement, by and between Zoo Publishing, Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.6
 
Warrant to Purchase shares of Common Stock of Zoo Entertainment, Inc. *
10.7
 
Amendment 1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and Mark Seremet, dated as of August 31, 2009. *
10.8
 
Amendment 1 to Fee Letter Agreement, by and between Zoo Entertainment, Inc. and David Rosenbaum, dated as of August 31, 2009. *
10.9
 
Continuing Personal Guaranty of Mark Seremet for the benefit of Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.10
 
Continuing Personal Guaranty of David Rosenbaum for the benefit of Solutions 2 Go Inc. and Solutions 2 Go LLC, dated as of August 31, 2009. *
10.11
 
Amendment No. 4 to Senior Secured Convertible Note, dated as of October 6, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
10.12
 
Amendment No. 5 to Senior Secured Convertible Note, dated as of November 2, 2009, by and among Zoo Entertainment, Inc. and the holders of Notes set forth therein. *
31.1
 
Certification of Chief Executive Officer required by Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2
 
Certification of Chief Financial Officer required by Section 302 of the Sarbanes-Oxley Act of 2002.†
32.1
 
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as added by Section 906 of the Sarbanes-Oxley Act of 2002. *


* Previously filed
† Filed herewith